Blaise Aguirre

About Blaise Aguirre

Dr. Blaise Aguirre (age 61) has served as an independent director of United States Antimony Corporation since August 2019. He is Assistant Professor of Psychiatry at Harvard Medical School and the founding Medical Director of 3East at McLean Hospital (Belmont, MA). He holds an M.D. from the University of Witwatersrand (1989) and completed his residency at Boston University School of Medicine (1991–1994). He has Series 7 and 63 licenses and experience as a small‑cap stock analyst, with relationships across institutional investors, venture capital, and angel investors .

Past Roles

External Roles

Board Governance

• Board structure and independence: UAMY’s board has five directors; Dr. Aguirre is one of three directors deemed independent under NYSE American rules (Aguirre, Carrabba, McManus) .
• Committee assignments (all-independent committees):
  • Audit Committee: Member; committee met 4 times in FY2024; McManus designated “audit committee financial expert” .
  • Compensation Committee: Member; met 3 times in FY2024 .
  • Nominating & Corporate Governance Committee: Member; met 2 times in FY2024 .
• Attendance: The board held 12 regular meetings in 2024; each incumbent director attended at least 75% of the total board and committee meetings on which they served during the year .
• Leadership structure: Chairman and CEO roles combined (Gary C. Evans); the board determined this structure is currently appropriate given company size and needs .
• Shareholder rights (context for governance risk): Proposed Texas reincorporation includes exclusive forum provisions and a 3% ownership threshold to bring derivative suits in bylaws/certificate; also adopts business‑combination protections and other Texas corporate law features .

Committee Summary

Fixed Compensation

Director compensation for FY2024:

• Fee structure (board-wide): Annual retainer $65,000 per director; additional retainers: Chairman $70,000; Lead Director $30,000; Committee chairs: Audit $20,000; Compensation $13,500; Nominating & Governance $13,500; Committee members: Audit $10,000; Compensation $7,500; Nominating & Governance $5,000; Per-meeting fees: Board $2,500; Audit Chair $2,000/Audit meeting; Audit member $1,500/Audit meeting; Compensation/Nom-Gov chair/member $1,500/meeting .
• Compensation levels were informed by an independent peer study .

Performance Compensation

• Director equity in 2024 comprised time-based stock and option awards; no director-specific performance metrics are disclosed in the proxy for director compensation .
• The company’s shareholder-approved plan permits performance shares/units and other equity vehicles; awards vest 100% upon a Change in Control per plan terms (committee discretion on options/SARs at/above deal price) .

Plan design elements relevant to performance linkage:

Other Directorships & Interlocks

Expertise & Qualifications

• Clinical/academic leadership: Founding Medical Director (McLean Hospital 3East), Assistant Professor (Harvard Medical School) .
• Capital markets exposure: Series 7 and 63 licensed; small‑cap stock analyst background; relationships with institutional money managers, VCs, and angels .
• Board tenure: Director since August 2019 .

Equity Ownership

• Pledging/hedging: The company states it does not have practices or policies regarding hedging or offsetting decreases in market value of registrant equity securities, which can be a governance concern for alignment if directors or executives were to hedge (no director-specific hedging disclosure provided) .
• Equity plan overhang/dilution context: As of 12/31/2024, 4,330,000 securities were outstanding under equity plans (WASP $0.23), with 1,480,000 remaining available; proposal seeks to add ~15,000,000 shares to the plan (subject to shareholder approval), increasing the reserve to ~15,284,767 available as of 6/6/2025 .

Governance Assessment

• Strengths

  • Independent director with consistent committee engagement (member of all three standing committees; all committees independent) .
  • Attendance threshold met: each incumbent director attended ≥75% of board/committee meetings in 2024 .
  • No related‑party transactions involving directors/executives since the start of FY2024; no compensation committee interlocks reported .
  • Board and committees operated with documented charters and met regularly (Audit 4x, Compensation 3x, Nominating 2x) .

• Alignment/Compensation Observations

  • Director pay mix includes cash, stock, and options (Aguirre total $262,001; stock $55,000; options $80,000), providing equity linkage though performance conditions for director awards are not disclosed .
  • Company equity plan allows performance-based awards and provides full acceleration upon Change in Control, which can reduce retention incentives post‑transaction if not paired with double‑trigger designs for directors .

• Risk Indicators & Potential Red Flags

  • Combined Chair/CEO roles may concentrate power; board cites efficiency rationale given size and circumstances .
  • Hedging policy: Company discloses it does not have practices/policies restricting hedging or offsetting market value declines, potentially weakening alignment safeguards (no director-specific hedging disclosures noted) .
  • Shareholder rights tightening: Proposed Texas reincorporation embeds exclusive forum provisions, a 3% ownership threshold to bring derivative actions, and business‑combination protections; while common in many jurisdictions, these provisions can raise investor rights concerns absent corresponding accountability mechanisms .
  • Plan share increase request (~+15,000,000) materially expands potential dilution, requiring monitoring of grant practices and performance linkage .

• Independence & Conflicts

  • The board classifies Dr. Aguirre as independent under NYSE American guidelines; no related‑party transactions reported for FY2024; Section 16(a) late filings noted for two others (Fink, Carrabba) but none indicated for Aguirre in the company’s review .

Overall: Dr. Aguirre is an independent, committee-active director with multi-sector exposure and investor network ties. Key governance watch items relate to the company’s leadership structure (combined Chair/CEO), absence of an anti‑hedging policy disclosure, and the breadth of proposed shareholder rights provisions and equity plan expansion—areas for investors to monitor alongside director equity ownership growth and sustained meeting attendance and engagement .